With respect to letters of credit, Semtech will pay the
Administrative Agent, for the account of the lenders under the
revolving credit facility, letter of credit participation fees
at a rate per annum equal to the Applicable Margin then in
effect with respect to LIBOR-based loans under the Revolving
Commitments on the face amount of all outstanding letters of
credit. Semtech will also pay HSBC Bank USA, N.A., as the
issuing bank, a fronting fee for each letter of credit issued
under the Credit Agreement at a rate equal to 0.125% per annum
based on the maximum amount available to be drawn under each
such letter of credit, as well as its customary documentation
fees.

Guarantee and Security

All obligations of Semtech under the New Facilities are
unconditionally guaranteed by each of the Guarantors, which
include all of the direct and indirect domestic subsidiaries of
Semtech, other than certain excluded subsidiaries, including,
but not limited to, any domestic subsidiary the primary assets
of which consist of equity or debt of non-U.S. subsidiaries,
certain immaterial non-wholly-owned domestic subsidiaries and
subsidiaries that are prohibited from providing a guarantee
under applicable law or that would require governmental
approval to provide such guarantee.

Semtech and the Guarantors have also pledged substantially all
of their assets to secure their obligations under the New
Facilities, including Semtechs owned real property located in
Camarillo, California.

Amortization and Prepayment

The outstanding principal balance of the Term Loans will be
subject to repayment in equal quarterly installments beginning
on the last day of Semtechs fiscal quarter ending closest to
January31, 2017 in an amount equal to 10.0% per annum of the
original principal amount of the Term Loans on the Closing Date
in the first two years after the Closing Date, 12.5% per annum
in years three and four after the Closing Date, and 15.0% per
annum in year five after the Closing Date, with the balance
being due at maturity on November12, 2021. No amortization is
required with respect to the revolving credit facility. Semtech
may voluntarily prepay borrowings under the Credit Facilities
at any time and from time to time, without premium or penalty,
other than customary breakage costs and fees for LIBOR-based
loans.

The Term Loans must be mandatorily prepaid using the proceeds
of certain dispositions of assets and receipt of insurance
proceeds, subject to agreed upon thresholds and exceptions and
customary reinvestment rights.

Representations, Warranties, Covenants and Events
of Default

The Credit Agreement contains representations and warranties
and affirmative and negative covenants, including financial
covenants, that are customary in similar financings. The
negative covenants restrict or limit the ability of Semtech and
its subsidiaries to, among other things, incur indebtedness;
create liens on assets; engage in certain fundamental corporate
changes; make investments; sell or otherwise dispose of assets;
repurchase stock, pay dividends or make similar distributions;
engage in certain affiliate transactions; or enter into
agreements that restrict Semtechs ability to create liens, pay
dividends or make loan repayments. In addition, Semtechs
ability to make capital expenditures is subject to dollar
limitations during each fiscal year.

Semtech must maintain a maximum consolidated leverage ratio,
determined as of the last day of each fiscal quarter, of 3.00
to 1.00 or less; provided that, such maximum consolidated
leverage ratio may be increased to 3.25 to 1.00 or 3.50 to
1.00, as applicable, for the four consecutive fiscal quarters
ending on or after the date of consummation of a permitted
acquisition which constitutes a Material Acquisition under the
Credit Agreement, subject to the satisfaction of certain
conditions.

Subject to agreed upon thresholds and cure periods, the New
Facilities contain customary events of default including, but
not limited to, the failure to make payments of principal or
interest under the New Facilities, the failure to comply with
other covenants and agreements in the New Facilities, material
inaccuracy of any representation, warranty, statement or
certification made by Semtech or its subsidiaries in connection
with the Credit Agreement, payment or other default under
certain other material indebtedness, the acceleration of such
other indebtedness, the invalidity of the Credit Agreement or
related loan documents, material judgments and the insolvency
or initiation of bankruptcy proceedings in respect of Semtech,
any Guarantor, or any other material subsidiary. Upon the
occurrence of an event of default which is continuing, the
obligations under the New Facilities may be declared to be due
and payable and existing letters of credit may be required to
be cash collateralized.

The foregoing summary of the Credit Agreement does not purport
to be complete and is subject to, and qualified in its entirety
by, the full text of the Credit Agreement, a copy of which is
included as Exhibit10.1 to this Current Report on Form8-K and
incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information described under Item 1.01 above is incorporated
herein by reference.

Item 7.01 Regulation FD Disclosure.

On November16, 2016, Semtech issued a press release announcing
the refinancing and the New Facilities. A copy of the press
release is furnished and attached hereto as Exhibit99.1.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits